This is great. There's an unkillable demon in town, Angel's joined his team, the Slayer is a basket case... I'd say we've hit bottom.

■ Some of the witty and wonderful dialogue from this episode.

Spike: What's Big Blue up to anyway? He just sits there.Judge: I am preparing.Spike: Yeah. It's interesting to me that 'preparing' looks a great bit like sitting on your ass. When do we destroy the world already?Judge: My strength grows, and with every life I take it will increase further.Spike: So let's take some. I'm bored.

Joyce: So, did you have fun last night?Buffy: Fun?Joyce: At Willow's.Buffy: Yeah. Yeah, fun at Willow's. You know, she's a fun machine.

Xander: Well, the bus depot was a total washout. And may I say what a lovely place to spend the night. What a vibrant cross-section of Americana.Giles: No vampires transporting boxes?Xander: No, but a four-hundred-pound wino offered to wash my hair.

Xander: Do you think this Judge guy's already been assembled?Giles: Yes.Xander: Then Buffy could be... Okay, we gotta find 'em. Um, we gotta go to that place, that, uh, that factory. That's where they're holed up, right? Let's go.Cordelia: And do what? Besides be afraid and die.Xander: Well, nobody's asking you to go, Cordelia. If the vampires need grooming tips we'll give you a call.Giles: Cordelia has a point. Now, i-i-if Buffy and Angel were, were... harmed, then we don't stand to fare much better.Xander: Yeah? Well, those of us who were born with feelings are gonna do something about this.Jenny: Xander.Willow: No, Xander's right! My God, you people are all... Well, I'm upset, and I can't think of a mean word right now, but that's what you are, and we're going to the factory!Xander: Yeah!Willow: Buffy!Xander: We were just going to rescue you.Willow: Well, some of us were.Giles: Well, I-I would have.

Giles: The Judge, i-is he...Buffy: No assembly required. He's active.

Giles: What can you tell us?Buffy: Not much. I, um... I kicked him. It was just like a sudden fever. If he'd got his hands on me...Giles: In time, he won't need to. The stronger he gets, he'll be able to reduce us to charcoal with a look.Buffy: Also, not the prettiest man in town.

Jenny: I'll, uh, go on the 'Net and search for anything on the Judge.Giles: Thank you.Xander: After classes I'll come back and help you research.Cordelia: Yeah, you might find something useful if it's in an 'I Can Read' book.

Spike: Are we feeling better, then?Drusilla: I'm naming all the stars.Spike: You can't see the stars, love. That's the ceiling. Also, it's day.Drusilla: I can see them. But I've named them all the same name. And there's terrible confusion.Spike: Did you see any further? Do you know what happens to Angel?Angelus: Well, he moves to New York and tries to fulfill that Broadway dream. It's tough sledding, but one day he's working in the chorus when the big star twists her ankle.Spike: You don't give up, do you?Angelus: As long as there's injustice in the world, as long as scum like you is walking... well, rolling the streets... I'll be around. Look over your shoulder. I'll be there.Spike: Uh, yeah. Angel, um... look over your shoulder. Hurts, doesn't it?Angelus: Well, you know, it kinda itches a little.Spike: Don't just stand there. Burn him.Angelus: Gee, maybe he's broken.Spike: What the hell is going on?Judge: This one... cannot be burnt. He is clean.Spike: Clean? You mean, he's...Judge: There's no humanity in him.Angelus: I couldn't have said it better myself.Drusilla: Angel.Angelus: Yeah, baby. I'm back.

Spike: No more of this 'I've got a soul' crap?Angelus: What can I say, hmm? I was going through a phase.Spike: This is great! This is so great!Drusilla: Everything in my head is singing! We're family again. We'll feed. Grrr. And we'll play.Spike: I've got to tell you, it made me sick to my stomach seeing you being the Slayer's lap dog.

Spike: You've really got a yen to hurt this girl, haven't you?Angelus: She made me feel like a human being. That's not the kind of thing you just forgive.

Willow: Ok. No, no, he didn't, but I'm sure he'll... Well, Buffy, he probably has some plan, and he's trying to protect you. Well, I-I don't know what. I'm not in on the plan. It's his plan. No. Don't even say that! Angel is not dead.Xander: Say 'hi' for me.Willow: Yeah, of course we'll be here. Okay, bye. Say 'hi' for me?

Xander: Sorry I snapped at you before.Cordelia: Well, I'm reeling from that new experience.Xander: I was crazed. I wasn't thinking.Cordelia: I know. You were too busy rushing off to die for your beloved Buffy. You'd never die for me.Xander: No, I might die from you. Does that get me any points?Cordelia: No.Xander: Come on, can't we just kiss and make up?Cordelia: I don't wanna make up. But I'm okay with the other part.

Xander: Willow, come on!Willow: I knew it! I knew it! Well, not 'knew it' in the sense of having the slightest idea, but I knew there was something I didn't know. You two were fighting way too much. It's not natural!Xander: I know it's weird...Willow: Weird? It's against all laws of God and Man! It's Cordelia! Remember? The, the 'We Hate Cordelia' club, of which you are the treasurer.Xander: Look, I was gonna tell you.Willow: Gee, what stopped you? Could it be shame?Xander: All right, let's overreact, shall we?Willow: But I'm...Xander: Willow, we were just kissing. It doesn't mean that much.Willow: No. It just means that you'd rather be with someone you hate than be with me.

Buffy: Ohhh. Oh, my God! I was freaking out! You just disappeared.Angelus: What? I took off.Buffy: But you didn't say anything. You just left.Angelus: Yeah. Like I really wanted to stick around after that.Buffy: What?Angelus: You got a lot to learn about men, kiddo. Although I guess you proved that last night.Buffy: What are you saying?Angelus: Let's not make an issue out of it, okay? In fact, let's not talk about it at all. It happened.Buffy: I, I don't understand. Was it m-me? Was I not good?Angelus: You were great. Really. I thought you were a pro.Buffy: How can you say this to me?Angelus: Lighten up. It was a good time. It doesn't mean like we have to make a big deal.Buffy: It is a big deal!Angelus: It's what? Bells ringing, fireworks, a dulcet choir of pretty little birdies? Come on, Buffy. It's not like I've never been there before.Buffy: Don't touch me.Angelus: I should've known you wouldn't be able to handle it.Buffy: Angel! I love you.Angelus: Love you, too. I'll call you.

Enyos: You know what it is, this thing vengeance?Jenny: Uncle, I have served you. I have been faithful. I need to know...Enyos: To the modern man vengeance is a verb, an idea. Payback. One thing for another. Like commerce. Not with us. Vengeance is a living thing. It passes through generations. It commands. It kills.

Enyos: The curse. Angel is meant to suffer, not to live as human. One moment of true happiness, of contentment, one moment where the soul that we restored no longer plagues his thoughts, and that soul is taken from him.Jenny: Then, if somehow, if... if it's happened... then Angelus is back.Enyos: I hoped to stop it. But I realize now it was arranged to be so.Jenny: Buffy loves him.Enyos: And now she will have to kill him.Jenny: Unless he kills her first! Uncle, this is insanity! People are going to die.Enyos: Yes. It is not justice we serve. It is vengeance.Jenny: You are a fool. We're all fools.

Xander: I'm glad you came back. We can't do this without you.Willow: Let's get this straight. I don't understand it, I don't wanna understand it, you have gross emotional problems, and things are not okay between us. But what's happening right now is more important than that.Xander: Okay.Willow: What about the Judge? Where do we stand?Xander: On a pile of really boring books that say exactly the same thing.Willow: Lemme guess: 'no weapon forged.'Xander: 'It took an army.'Willow: Yeah, where's an army when you need one? What?Xander: Whoa. Whoa! I... I think I'm having a thought. Yeah, yeah, yeah, that's a thought. Now I'm having a plan. Now I'm having a wiggins.

Buffy: This can't be you.Angelus: Gee, we already covered that subject.Buffy: Angel, there must be some part of you inside that still remembers who you are.Angelus: Dream on, schoolgirl. Your boyfriend is dead. You're all gonna join him.Buffy: Leave Willow alone, and deal with me.Angelus: But she's so cute and helpless. Really a turn-on.

Giles: And we're absolutely certain that, that Angel has reverted to his former self?Xander: Yeah, uh, we're all certain. Anyone not feeling certain here?Willow: Giles, you wouldn't have believed him. He was so... He came here to kill us.Cordelia: What are we gonna do?Giles: I'm leaning towards blind panic myself.Jenny: Rupert, don't talk like that. The kids.Giles: I'm sorry. It's just that things are bad enough with the Judge here. Angel crossing over to the other side... I-I-I wasn't prepared for that.Jenny: None of us were.

Cordelia: This is great. There's an unkillable demon in town, Angel's joined his team, the Slayer is a basket case... I'd say we've hit bottom.Xander: I have a plan.Cordelia: Oh, no, here's a lower place.

Cordelia: Care to let me in on the plan I'm a part of?Xander: No.Cordelia: Why not?Xander: Because if I tell you, then you won't do it. Just meet me at Willow's house in half an hour. And wear something trashy... er.

Giles: I'm not sure what we should do about Buffy.Jenny: Assuming they don't attack tonight I think we should just let her be.Willow: I agree.Giles: I-I-I can imagine what she's going through.Willow: No, I don't think you can.

Angelus: You should've seen her face. It was priceless. I'll never forget it.Spike: So you didn't kill her then.Angelus: Of course not.Spike: Now, I know you haven't been in the game for a while, mate, but we still do kill people. Sort of our raison d'etre, you know.Drusilla: You don't want to kill her, do you? You want to hurt her. Just like you hurt me.Angelus: Nobody knows me like you do, Dru.Spike: She'd better not get in our way.Angelus: Don't worry about it.Spike: I do.Angelus: Spike, my boy, you really don't get it! Do you? You tried to kill her, but you couldn't. Look at you. You're a wreck! She's stronger than any Slayer you've ever faced. Force won't get it done. You gotta work from the inside. To kill this girl... you have to love her.

Buffy: Did you know this was gonna happen?Giles: You can't go around accusing everybody...Jenny: I didn't know... exactly. I was told... Oh, God. I was sent here to watch you. They told me to keep you and Angel apart. They never told me what would happen.Giles: Jenny!Jenny: I'm sorry, Rupert. Angel was supposed to pay for what he did to my people.Buffy: And me? What was I supposed to be paying for?Jenny: I didn't know what would happen until after. I swear I would've told you.Buffy: So it was me. I did it.Jenny: I think so. I mean, if you...Giles: I don't understand.Jenny: The curse. If Angel achieved true happiness, even just a moment of... He would lose his soul.Giles: W-w-w-h-h-how do you know you were responsible f-for... Oh.Jenny: If there is anything that...Buffy: Curse him again.Jenny: No, I-I can't. I mean, those magicks are long lost even to my people.Buffy: You did it once. It might not be too late to save him.Jenny: It can't be done. I can't help you.Buffy: Then take me to someone who can.

Cordelia: Who am I supposed to be again?Xander: You're supposed to be a girl. Think you can handle it?

Xander: Look, I... I just want to give her the tour. Uh, you know what I'm saying.Soldier: The tour.Xander: Well, you know the ladies. They like to see the big guns. Gets them all hot and bothered. Can you cut me some slack, gimme a blind eye?Soldier: And why should I?Xander: Well, if you do, I won't tell Colonel Newsome that your boots ain't regulation, your post wasn't covered, and you hold your gun like a sissy girl.Soldier: You got 20 minutes, nimrod.Xander: I just need 5. Uh, forget I said that last part.

Cordelia: Okay, what was that? And who are you?Xander: Remember Halloween, I got turned into a soldier?Cordelia: Yeah.Xander: Well, I still remember all of it. I know procedure, ordnance, access codes, everything. I know the whole layout for this base, and I'm pretty sure I can put together an M-16 in 57 seconds.Cordelia: Well, I'm sort of impressed. But let's just find the thing and get out of here.Xander: Okay.Cordelia: So, does looking at guns really make girls wanna have sex? That's scary.Xander: Yeah, I guess.Cordelia: Well, does looking at guns make you wanna have sex?Xander: I'm seventeen. Looking at linoleum makes me wanna have sex.

Oz: So, do you guys steal weapons from the Army a lot?Willow: Well, we don't have cable, so we have to make our own fun.

Willow: Do you wanna make out with me?Oz: What?Willow: Forget it. I'm sorry. Well, do you?Oz: Sometimes when I'm sitting in class... You know, I'm not thinking about class, 'cause that would never happen. I think about kissing you. And it's like everything stops. It's like, it's like freeze frame. Willow kissage. Oh, I'm not gonna kiss you.Willow: What? But freeze frame!Oz: Well, to the casual observer, it would appear that you're trying to make your friend Xander jealous or even the score or something. And that's on the empty side. See, in my fantasy when I'm kissing you, you're kissing me. It's okay. I can wait.

Giles: He's doing this deliberately, Buffy. He's trying to make it harder for you.Buffy: He's only making it easier. I know what I have to do.Giles: What?Buffy: Kill him.

Jenny: Do you, uh... Is there something I can do?Buffy: Get out.Jenny: I-I just want to help.Giles: She just said get out.

Buffy: Everybody keep back. Damage control only. Take out any lesser vamps if you can. I'll handle the Smurf.

Judge: Who dares?Buffy: Think I got his attention.Judge: You're a fool. No weapon forged can stop me.Buffy: That was then. This is now.Judge: What's that do?

Buffy: Best present ever.Xander: Knew you'd like it.Willow: Do you think he's dead?Buffy: We can't be sure. Pick up the pieces and keep them separate.Cordelia: Pieces? We get the pieces. Our job sucks!

Angelus: You know what the worst part was, huh? Pretending that I loved you. If I'd known how easily you'd give it up, I wouldn't have even bothered.Buffy: That doesn't work anymore. You're not Angel.Angelus: You'd like to think that, wouldn't you? It doesn't matter. The important thing is you made me the man I am today!

Angelus: You can't do it. You can't kill me.Buffy: Give me time.

Giles: It's not over. I-I-I suppose you know that. He'll come after you, particularly. His profile, uh, well, he... he's likely to strike out at the things that made him the most human.Buffy: You must be so disappointed in me.Giles: No. No, no, I'm not.Buffy: But this is all my fault.Giles: No. I don't believe it is. Do you want me to wag my finger at you and tell you that you acted rashly? You did. A-and I can. I know that you loved him. And... he... has proven more than once that he loved you. You couldn't have known what would happen. The coming months a-are gonna, are gonna be hard... I, I suspect on all of us, but... if it's guilt you're looking for, Buffy, I'm, I'm not your man. All you will get from me is, is my support. And my respect.

Joyce: Did I miss anything?Buffy: Um... just some singing and some running around.Joyce: Mm. I'm sorry I didn't have time to make you a real cake.Buffy: No. This is good.Joyce: But we're still going shopping on Saturday. So what'd you do for your birthday? Did you have fun?Buffy: I got older.Joyce: You look the same to me.Joyce: Happy Birthday. I don't have to sing, do I?Buffy: No.Joyce: Well, go on, make a wish.Buffy: I'll just let it burn.